Edgar Filing: EATON VANCE MUNICIPAL INCOME TRUST

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Eaton Vance Municipal Income Trust
Eaton Vance California Municipal Income Trust
Eaton Vance Florida Municipal Income Trust
Eaton Vance Massachusetts Municipal Income Trust
Eaton Vance Michigan Municipal Income Trust
Eaton Vance New Jersey Municipal Income Trust
Eaton Vance New York Municipal Income Trust
Eaton Vance Ohio Municipal Income Trust
Eaton Vance Pennsylvania Municipal Income Trust

(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST
EATON VANCE FLORIDA MUNICIPAL INCOME TRUST
EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST
EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST
EATON VANCE MUNICIPAL INCOME TRUST
EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST
EATON VANCE NEW YORK MUNICIPAL INCOME TRUST
EATON VANCE OHIO MUNICIPAL INCOME TRUST
EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

January 31, 2001

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
your Fund, which will be held with the Annual Meeting of each of the above funds
(collectively the "Funds"), at The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M. (Boston
time).

This meeting will give you an opportunity to hear a report about your Fund
and you will be asked to consider the election of Trustees and the approval of
your Fund's independent certified public accountants. The enclosed proxy
statement contains additional information regarding these proposals.

We hope that you will be able to attend the meeting. Whether or not you
plan to attend and regardless of the number of shares you own, it is important
that your shares be represented. You are urged to complete, sign and date the
enclosed proxy card and return it in the enclosed postage-paid envelope as soon
as possible to assure that your shares are represented at the meeting.

Sincerely,

/s/ Thomas J. Fetter
Thomas J. Fetter
President

IMPORTANT

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE REQUESTED TO COMPLETE, SIGN AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE. YOU MAY WITHDRAW YOUR PROXY
IF YOU ATTEND THE ANNUAL MEETING AND DESIRE TO VOTE IN PERSON.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, March 23, 2001

The Annual Meeting of Shareholders of each of the above registered
investment companies, each a Massachusetts business trust (collectively the
"Funds"), will be held at the principal office of each Fund, The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109, on Friday, March 23,
2001 at 1:30 P.M. (Boston time), for the following purposes:

1. To elect two Trustees of each Fund, one of whom shall be elected
solely by the holders of a Fund's Auction Preferred Shares.

2. To ratify the selection of Deloitte & Touche LLP as independent
certified public accountants of each Fund for the fiscal year ending
November 30, 2001.

3. To consider and act upon any other matters which may properly come
before the Meeting and any adjourned session thereof.

Each Fund will hold a separate meeting. Shareholders of each Fund will vote
separately.

The Board of Trustees of each Fund has fixed the close of business on
January 15, 2001 as the record date for the determination of the shareholders of
the Fund entitled to notice of and to vote at the meeting and any adjournments
thereof.

By Order of each Board of Trustees

/s/ Alan R. Dynner
Alan R. Dynner
Secretary

January 31, 2001
Boston, Massachusetts

IMPORTANT - SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES OF THEIR FUND AVOID THE
NECESSITY AND ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN
A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR
YOUR CONVENIENCE.

THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of the Annual Meetings of
Shareholders of Eaton Vance California Municipal Income Trust (the "California
Fund"), Eaton Vance Florida Municipal Income Trust (the "Florida Fund"), Eaton
Vance Massachusetts Municipal Income Trust (the "Massachusetts Fund"), Eaton
Vance Michigan Municipal Income Trust (the "Michigan Fund"), Eaton Vance
Municipal Income Trust (the "Municipal Fund"), Eaton Vance New Jersey Municipal
Income Trust (the "New Jersey Fund"), Eaton Vance New York Municipal Income
Trust (the "New York Fund"), Eaton Vance Ohio Municipal Income Trust (the "Ohio
Fund") and Eaton Vance Pennsylvania Municipal Income Trust (the "Pennsylvania
Fund") (collectively the "Funds"), to be held March 23, 2001 for the benefit of
shareholders who do not expect to be present at the meeting. This proxy is
solicited on behalf of the Board of Trustees of each Fund, and is revocable by
the person giving it prior to exercise by a signed writing filed with the Funds'
Secretary, or by executing and delivering a later dated proxy, or by attending
the meeting and voting the shares in person. Each proxy will be voted in
accordance with its instructions; if no instruction is given, an executed proxy
will authorize the persons named as attorneys, or any of them, to vote in favor
of each such matter. This proxy material is being mailed to shareholders on or
about January 31, 2001.

The Board of Trustees of each Fund has fixed the close of business January
15, 2001, as the record date for the determination of the shareholders entitled
to notice of and to vote at the meeting and any adjournments thereof.
Shareholders at the close of business on the record date will be entitled to one
vote for each share held. The number of Common Shares, $.01 par value per share
("Common Shares") and the number of Auction Preferred Shares, $.01 par value per
share, liquidation preference $25,000 per share ("APS"), of each Fund
outstanding on January 15, 2001 was as follows:

No. of Common No. of APS
Shares Outstanding Shares Outstanding
Fund January 15, 2001 on January 15, 2001
---- ---------------- -------------------

California Fund 7,118,405 2,360
Florida Fund 4,229,355 1,420
Massachusetts Fund 2,594,255 860
Michigan Fund 2,085,196 700
Municipal Fund 16,284,961 5,240
New Jersey Fund 4,484,712 1,520
New York Fund 5,299,922 1,780
Ohio Fund 2,777,424 940
Pennsylvania Fund 2,663,243 900

Each Fund will vote separately on each item; votes of multiple Funds will
not be aggregated.

As of January 15, 2001, no shareholder beneficially owned more than 5% of
the outstanding shares of a Fund. The Trustees and officers of each Fund, as a
group, own beneficially less than 1% of the shares of each Fund.

The Board of Trustees of the Funds know of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration. If any other matters are properly presented, it is the intention
of the persons named as attorneys in the enclosed proxy to vote the proxies in
accordance with their judgment on such matters.

PROPOSAL 1. ELECTION OF TRUSTEES

Each Fund's Declaration of Trust provides that the Board of Trustees shall
be divided into three classes. The term of office of the Class II Trustees
expires on the date of the 2001 Annual Meeting, and the term of office of the
Class III and Class I Trustees will expire one and two years thereafter,
respectively. Trustees chosen to succeed the Trustees whose terms are expiring
will be elected for a three-year term. An effect of staggered terms is to limit
the ability of entities or persons to acquire control of a Fund.

Each Fund's Declaration of Trust provides that a majority of the Trustees
shall fix the number of the entire Board and that such number shall be at least
two and no greater than fifteen. Each Board has fixed the number of Trustees at
seven. Proxies will be voted for the election of the following two nominees.
Each nominee is presently serving as a Trustee and has consented to continue to
so serve. In the event that a nominee is unable to serve for any reason (which
is not now expected) when the election occurs, the accompanying Proxy will be
voted for such other person or persons as the Board of Trustees may recommend.

The nominees to serve until the 2001 Annual Meeting are James B. Hawkes and
Samuel L. Hayes, III. The Trustees serving until the 2002 Annual Meeting are
Norton H. Reamer, Lynn A. Stout and Jack L. Treynor. The Trustees serving until
the 2003 Annual Meeting are Jessica M. Bibliowicz and Donald R. Dwight. The
Trustees whose names are followed by (A) are APS Share Trustees.

The nominees and Trustees and their principal occupations for at least the
last five years are as follows. The Trustee whose name is followed by an
asterisk (*) is an "interested person" (as defined in the Investment Company Act
of 1940 (the "1940 Act")) by reason of his affiliations with Eaton Vance
Management ("EVM" or "Eaton Vance"), each Fund's investment adviser, and Eaton
Vance Corp. ("EVC"), a holding company which owns all of the outstanding stock
of EVM; and of EVM's trustee, Eaton Vance, Inc. ("EV"), which is a wholly-owned
subsidiary of EVC. (EVM, EVC and their affiliates are sometimes referred to
collectively as the "EVC organization".) The Trustee whose name is followed by
two asterisks (**) is an "interested person" because of her affiliation with a
brokerage firm.

Under the terms of each Fund's By-Laws, as amended (the "By-Laws"), the
holders of the APS are entitled as a class, to the exclusion of the holders of
the Common Shares, to elect one Trustee of each Fund at the Meetings. Samuel L.
Hayes, III has been nominated for election by the holders of the APS of each
Fund. The By-Laws further provide for the election of the other nominee named
below by the holders of the Common Shares and the APS, voting as a single class.
Election of Trustees is non-cumulative.

TRUSTEES

Shares Beneficially
Name and Principal Occupation(s) Over Owned of all Funds on
Other Information Past Five Years January 15, 2001
----------------- --------------- ----------------

(TRUSTEE NOMINEES FOR ELECTION IN 2001)

James B. Hawkes* Vice President of each Fund and a 9,900
Age: 59; has been a Trustee and Vice Trustee. Chairman, President and Chief
President since December 10, 1998. Executive Officer of EVM, EVC and EV
(since November 1, 1996, prior to which he
was Executive Vice President) and a
Director of EVC and EV. He also serves
as a Trustee and/or Officer of 78
investment companies advised or
administered by EVM and its affiliates.
APS Share Nominee
Samuel L. Hayes, III (A) Dr. Hayes is the Jacob H. Schiff Professor -0-
Age: 65; has been a Trustee since of Investment Banking Emeritus, Harvard
December 10, 1998. University Graduate School of Business
Administration. He is also a Trustee of
the Kobrick Investment Trust (mutual
funds). He also serves as a Trustee of 79
investment companies advised or
administered by EVM and its affiliates.

(OTHER CURRENT TRUSTEES)

Jessica M. Bibliowicz** Ms. Bibliowicz is President and Chief -0-
Age: 41; has been a Trustee since Executive Officer of National Financial
December 10, 1998. Partners (a financial services company)
(since April 1999). She was formerly
President and Chief Operating Officer of
John A. Levin & Co. (a registered
investment advisor) (July 1997 to April
1999) and a Director of Baker, Fentress &
Company which owns John A. Levin & Co.
(July 1997 to April 1999). Prior thereto,
she was Executive Vice President of Smith
Barney Mutual Funds (from July 1994 to
June 1997). She also serves as a Trustee
of 73 investment companies advised or
administered by EVM and its affiliates.

Donald R. Dwight Mr. Dwight is President of Dwight -0-
Age: 69; has been a Trustee since Partners, Inc. (a corporate relations and
December 10, 1998. communications company). He is also a
Trustee/Director of the Royce Funds
(mutual funds). He also serves as a
Trustee of 79 investment companies advised
or administered by EVM and its affiliates.

Norton H. Reamer (A) Mr. Reamer is Chairman and Chief Operating -0-
Age: 65, has been a Trustee since Officer, Hellman, Jordan Management Co.,
December 10, 1998. Inc. (an investment management company)
(since November, 2000) and President,
Jordan Simmons Capital LLC (manager of
energy related investments) (since
November, 2000). President, Unicorn
Corporation (an investment and financial
advisory services company) (since
September, 2000). Previously, he was
Chairman of the Board and Chief Executive
Officer, United Asset Management
Corporation (a holding company owning
institutional investment management
firms). Previously he also served as
Chairman, President and Director, UAM
Funds (mutual funds). He also serves as a
Trustee of 79 investment companies advised
or administered by EVM and its affiliates.

Lynn A. Stout Ms. Stout is Professor of Law, Georgetown -0-
Age: 43, has been a Trustee since University Law Center. She also serves as
December 10, 1998. a Trustee of 75 investment companies
advised or administered by EVM and its
affiliates.

Jack L. Treynor Mr. Treynor is an investment advisor and -0-
Age: 70; has been a Trustee since consultant. He also serves as a Trustee
December 10, 1998. of 75 investment companies advised or
administered by EVM and its affiliates.

4
During the fiscal year ended November 30, 2000, the Trustees of each Fund
met eight times, the Special Committee met three times and the Audit Committee
met twice. Each Fund's Trustees listed above attended at least 75% of such Board
and committee meetings on which he or she serves.

The Nominating Committee of the Board of Trustees of each Fund is comprised
of all the Trustees who are not "interested persons" as that term is defined
under the 1940 Act. Messrs. Treynor (Chairman), Dwight, Hayes, Reamer and Ms.
Stout are currently serving on the Committee. The purpose of the Committee is to
recommend to the Board nominees for the position of noninterested trustee and to
assure that at least a majority of the Board of Trustees is independent of Eaton
Vance and its affiliates. The Board will, when a vacancy exists or is
anticipated, consider any nominee for trustee recommended by a shareholder if
such recommendation is submitted to the Board in writing and contains sufficient
background information concerning the individual to enable a proper judgment to
be made as to such individual's qualifications.

Messrs. Hayes (Chairman), Dwight, Reamer and Ms. Stout are members of the
Special Committee of the Board of Trustees of each Fund. The purpose of the
Special Committee is to consider, evaluate and make recommendations to the full
Board concerning (i) all contractual arrangements with service providers to a
Fund, including investment advisory, administrative, transfer agency, custodial
and fund accounting and distribution services (if any), and (ii) all other
matters in which Eaton Vance or its affiliates has any actual or potential
conflict of interest with a Fund or its shareholders.

Messrs. Treynor (Chairman), Dwight and Reamer are members of the Audit
Committee of the Board of Trustees of each Fund. Each member is independent of
the Fund, as defined by the New York Stock Exchange and American Stock Exchange
Listing Standards. The Audit Committee's functions include making
recommendations to the Board regarding the selection of the independent
certified public accountants, and reviewing matters relative to trading and
brokerage policies and practices, accounting and auditing practices and
procedures, accounting records, internal accounting controls, and the functions
performed by the custodian, transfer agent and dividend disbursing agent of each
Fund. Attached as Appendix A is the written Audit Committee Charter of each
Fund. Set forth below under "Additional Information" is the Audit Committee's
Report for each Fund.

REMUNERATION OF TRUSTEES

The fees and expenses of those Trustees of each Fund who are not members of
the Eaton Vance organization will be paid by the Funds. For the fiscal year
ended November 30, 2000, the noninterested Trustees of the Funds earned the
following compensation in their capacities as Trustees of the Funds, and for the
year ended December 31, 2000 earned the following compensation in their
capacities as Trustees of the registered investment companies in the Eaton Vance
fund complex(1):

Jessica M. Donald R. Samuel L. Norton H. Lynn Jack L.
Bibliowicz Dwight Hayes, III Reamer Stout Treynor
----------- ---------------- ----------------- ---------------- ------------- -------

California Fund $1,572 $1,614 $1,619 $1,510 $1,621 $1,668
Florida Fund 1,090 1,487 1,467 1,364 1,463 1,511
Massachusetts Fund 389 577 367 352 385 386
Michigan Fund 389 577 367 352 385 386
Municipal Fund 2,505 2,370 2,495 2,349 2,541 2,591
New Jersey Fund 1,415 1,487 1,467 1,364 1,463 1,511
New York Fund 1,415 1,487 1,467 1,364 1,463 1,511
Ohio Fund 389 577 367 352 385 386
Pennsylvania Fund 389 577 367 352 385 386

Total Compensation 160,000 162,500 (2) 170,000 160,000 160,000 (3) 170,000
from Fund Complex

(1) As of December 1, 2000, the Eaton Vance fund complex consisted of 79
registered investment companies or series thereof.
(2) Includes $60,000 of deferred compensation.
(3) Includes $16,000 of deferred compensation.

Trustees of each Fund who are not affiliated with Eaton Vance may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees Deferred Compensation Plan (a "Trustees' Plan"). Under each
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by each Fund in the shares of one or more funds in the Eaton Vance Family of
Funds, and the amount paid to the Trustees under each Trustees' Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance with each Trustees' Plan will have a negligible effect on the
Fund's assets, liabilities, and net income per share, and will not obligate a
Fund to retain the services of any trustee or obligate a Fund to pay any
particular level of compensation to the Trustee. No Fund has a Trustee
retirement plan.

Trustees shall be elected by the affirmative vote of a majority of a Fund's
applicable shares voting at the Annual Meeting.

THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF THE TWO NOMINEES TO THEIR FUND'S BOARD OF TRUSTEES.

PROPOSAL 2. SELECTION OF INDEPENDENT ACCOUNTANTS

Each Fund's Board of Trustees has selected Deloitte & Touche LLP
("Deloitte") as independent certified public accountants for the Fund for the
fiscal year ending November 30, 2001. Each Fund's shareholders are being asked
to ratify the selection of Deloitte to perform audit services for the Fund.

Deloitte has acted as independent certified public accountants for each
Fund since its inception. The services provided by Deloitte include the
examination of each Fund's annual financial statements, assistance and
consultation in connection with Securities and Exchange Commission filings, and
the review of tax matters on behalf of each Fund.

Deloitte is expected to be represented at the Annual Meeting, but, if not,
a representative of that firm will be available by telephone should the need for
consultation arise.

THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING THOSE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF A FUND, RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS OF THEIR FUND FOR
THE FISCAL YEAR ENDING NOVEMBER 30, 2001.

NOTICE TO BANKS AND BROKER/DEALERS

Each Fund has previously solicited all Nominee and Broker/Dealer accounts
as to the number of additional proxy statements required to supply owners of
shares. Should additional proxy material be required for beneficial owners,
please forward such requests to PFPC, Inc., Attention: Mr. Joseph P. Lundbohm,
P.O. Box 8030, Boston, MA 02266.

ADDITIONAL INFORMATION

AUDIT COMMITTEE REPORT. Each Fund's Audit Committee reviewed and discussed the
audited financial statements with Fund management. Each Fund's Audit Committee
also discussed with the independent auditors the matters required to be
discussed by SAS 61 (Codification of Statements on Auditing Standards). Each
Audit Committee received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), and discussed with the independent accountants their
independence.

Based on the review and discussions referred to above, each Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in the Fund's annual report to shareholders for the fiscal year ended
November 30, 2000 for filing with the Securities and Exchange Commission.

Jack L. Treynor, Chairman
Donald R. Dwight
Norton H. Reamer

AUDIT FEES. For the most recent fiscal year, the Funds paid an aggregate of
$300,600 in professional fees (ranging from $32,180 to $41,840 per Fund) to
their auditors, Deloitte. Deloitte also provides services to numerous other
investment companies sponsored by Eaton Vance. Total fees paid to Deloitte
through October 31, 2000 by Eaton Vance Corp. (and its affiliates) were
$259,000. The Audit Committee and Board of Trustees of each Fund are aware that
Deloitte provides services to the Eaton Vance organization.

OFFICERS OF THE FUND. The officers of the Funds, with their ages indicated in
parenthesis, are as follows (unless otherwise indicated, each of the Fund
officers listed holds the same office with each Fund): Thomas J. Fetter (57),
President of each Fund and Portfolio Manager of the New York Fund and the Ohio
Fund, and Vice President of Eaton Vance; James B. Hawkes (59), Vice President;
Cynthia J. Clemson (37), Vice President and Portfolio Manager of the California
Fund, the Florida Fund and the Pennsylvania Fund, and Portfolio Manager of the
Michigan Fund, and Vice President of Eaton Vance; Robert B. MacIntosh (44), Vice
President of each Fund and Portfolio Manager of the Massachusetts Fund and the
New Jersey Fund, and Vice President of Eaton Vance; Thomas M. Metzold, (42),
Vice President and Portfolio Manager of the Municipal Fund, and Vice President
of Eaton Vance; Alan R. Dynner (60), Secretary, and Vice President and Secretary
of Eaton Vance; James L. O'Connor (55), Treasurer, and Vice President of Eaton
Vance; Michelle A. Alexander (31), Assistant Treasurer of the California Fund
and the Florida Fund, and Vice President of Eaton Vance; Kristin S. Anagnost
(35), Assistant Treasurer of the Massachusetts Fund, the New Jersey Fund and the
Ohio Fund, and Assistant Vice President of Eaton Vance; William J. Austin, Jr.
(49), Assistant Treasurer of the Michigan Fund and the Pennsylvania Fund, and
Assistant Vice President of Eaton Vance; Barbara E. Campbell (43), Assistant
Treasurer, and Vice President of Eaton Vance; Janet E. Sanders (65), Assistant
Treasurer and Assistant Secretary, and Vice President of Eaton Vance; A. John
Murphy (38), Assistant Secretary, and Vice President of Eaton Vance; and Eric G.
Woodbury (43), Assistant Secretary, and Vice President of Eaton Vance. All of
the officers of the Funds have been employed by Eaton Vance or their
predecessors for more than five years except the following: Ms. Alexander who
was an Audit Manager (1996-1997) - Financial Services Industry Practice,
Deloitte & Touche LLP (1990-1997); Ms. Anagnost who was a manager at Chase
Global Funds Services Company prior to January 12, 1998; and Mr. Dynner who was
a Partner of the law firm of Kirkpatrick & Lockhart LLP, New York and Washington
D.C., and Executive Vice President of Neuberger & Berman Management, Inc., a
mutual fund management company prior to November 1, 1996. Because of their
positions with Eaton Vance and their ownership of Eaton Vance Corp. stock, the
officers of each Fund will benefit from the advisory and administration fees
paid by a Fund to Eaton Vance.

INVESTMENT ADVISER AND ADMINISTRATOR. Eaton Vance Management with its principal
office at The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, serves as the investment adviser and administrator to each Fund.

PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of the Board of Trustees of each Fund will be borne ratably by the
Funds. Proxies will be solicited by mail and may be solicited in person or by

telephone, telegraph or facsimile by officers of a Fund, by personnel of its
administrator, Eaton Vance, by the transfer agent, PFPC, Inc., or by
broker-dealer firms. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by a Fund's
officers, by Eaton Vance personnel, by the transfer agent, PFPC, Inc., or by
broker-dealer firms, in person, or by telephone, by telegraph or by facsimile
will be borne by that Fund. A written proxy may be delivered to a Fund or its
transfer agent prior to the meeting by facsimile machine, graphic communication
equipment or similar electronic transmission. A Fund will reimburse banks,
broker-dealer firms, and other persons holding that Fund's shares registered in
their names or in the names of their nominees, for their expenses incurred in
sending proxy material to and obtaining proxies from the beneficial owners of
such shares. Total estimated costs per Fund are $15,000 for the Municipal Fund
and $7,500 for each other Fund.

All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the meeting, and which are not
revoked, will be voted at the meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on the proxy card with respect to Proposals 1 and 2, it will be voted for
the matters specified on the proxy card. For purposes of determining the
presence or absence of a quorum and for determining whether sufficient votes
have been received for approval of any matter to be acted upon at the meeting,
abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present at the meeting but which have not been
voted. Accordingly, abstentions and broker non-votes will assist the Fund in
obtaining a quorum but will have no effect on the outcome of Proposals 1 and 2.

In the event that sufficient votes by the shareholders of the Fund in favor
of any Proposal set forth in the Notice of this meeting are not received by
March 23, 2001, the persons named as attorneys in the enclosed proxy may propose
one or more adjournments of the meeting to permit further solicitation of
proxies. A shareholder vote may be taken on one or more of the Proposals in this
Proxy Statement prior to such adjournment if sufficient votes have been received
and it is otherwise appropriate. Any such adjournment will require the
affirmative vote of the holders of a majority of the shares of that Fund present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the Proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such Proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the relevant Fund.

A COPY OF A FUND'S ANNUAL OR SEMI-ANNUAL REPORT WILL BE FURNISHED WITHOUT
CHARGE TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS DESIRING TO OBTAIN A COPY
OF SUCH REPORT SHOULD WRITE TO THE FUND C/O PFPC, INC., ATTN: MR. JOSEPH P.
LUNDBOHM, P.O. BOX 8030, BOSTON, MA 02266, OR CALL 1-800-331-1710.

SHAREHOLDER PROPOSALS

Any proposals of shareholders that are intended to be presented at a Fund's
2002 Annual Meeting of Shareholders must be received at the Fund's principal
office no later than October 1, 2001 and must comply with all legal requirements
in order to be included in the Fund's proxy statement and form of proxy for that
meeting.

January 31, 2001

APPENDIX A

EATON VANCE FUNDS

AUDIT COMMITTEE CHARTER

I. COMPOSITION OF THE AUDIT COMMITTEE. The Audit Committee of each registered
investment company sponsored by Eaton Vance Management (each a "Fund")
shall be comprised of at least three Trustees, each of whom shall have no
relationship that, in the opinion of the Board of Trustees, would interfere
with the exercise of his or her independent judgment (including not being
an interested person of any investment adviser to a Fund) and shall
otherwise satisfy the applicable membership requirements under the rules of
the American and New York Stock Exchanges in effect from time to time.
Effective June 14, 2001, such rules together require that all members of
the Audit Committee of listed issuers (i)(a) shall be (or become within a
reasonable time after appointment) financially literate (the ability to
read and understand fundamental financial statements) and (b) shall have
(or develop within a reasonable time after appointment) a working
familiarity with basic finance and accounting practices, and (ii) at least
one member of the Audit Committee shall have accounting or related
financial management expertise (past employment experience in finance or
accounting, requisite certification in accounting, or any other comparable
experience or background which results in an individual's financial
sophistication, including being or having been a chief executive officer,
chief financial officer or other senior officer with financial oversight
responsibilities).

II. PURPOSES OF THE AUDIT COMMITTEE. The purposes of the Audit Committee are to
assist the Board of Trustees:

1. in its oversight of the Fund's accounting and financial reporting
policies and practices, its internal audit controls and procedures,
and, as appropriate, the internal controls of certain service
providers;

2. in its oversight of the quality and objectivity of the Fund's
financial statements and the independent audit thereof;

3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and

4. in evaluating the independence of the outside auditors.

The function of the Audit Committee is oversight. The Treasurer of the Fund
is responsible for oversight of the preparation, presentation and integrity
of the Fund's financial statements by the Fund's accounting agent. The
Treasurer is also responsible for selecting appropriate accounting and
financial reporting principles and policies and internal controls and
procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The outside auditors are responsible for
planning and carrying out a proper audit and reviews. The outside auditor
for the Fund is ultimately accountable to the Board of Trustees and Audit
Committee of the Fund. The Board of Trustees and the Audit Committee have
the ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the outside accountant (or to nominate the outside
accountant to be proposed for shareholder approval in any proxy statement).

A-1

III. MEETINGS OF THE AUDIT COMMITTEE. The Audit Committee shall meet at least
once annually, or more frequently if circumstances dictate. The Audit
Committee shall set its agenda and the places and times of its meetings.
The Audit Committee may meet alone and outside the presence of management
personnel with any certified public accountant and auditor firm rendering
reports to the Audit Committee or the Board of Trustees and with outside
legal counsel.

IV. DUTIES AND POWERS OF THE AUDIT COMMITTEE. To carry out its purposes, the
Audit Committee shall have the following duties and powers:

1. The Audit Committee shall review and discuss the audited financial
statements and other financial information with management and the
independent auditors for the Fund.

2. The Audit Committee shall review and discuss with the independent
auditors:

a. the scope of audits and audit reports;

b. the personnel, staffing, qualifications and experience of the
auditor;

c. the compensation of the auditor; and

d. the independence of the auditor, regarding which the Audit
Committee shall secure from the auditor the information required
by Independence Standards Board Standard No. 1. The Audit
Committee shall actively engage in a dialogue with the outside
auditor with respect to any disclosed relationships or services
that may impact the objectivity and independence of the outside
auditor. The Audit Committee also shall be responsible for
recommending that the Board of Trustees take appropriate action
in response to the outside auditor's report to satisfy itself of
the outside auditor's independence.

3. The Audit Committee also shall review and discuss with the independent
auditors the matters required to be discussed pursuant to SAS 61 in
effect from time to time.

4. The Audit Committee of an exchange listed investment company shall
provide a recommendation to the Board of Trustees regarding whether
the audited financial statements of the Fund should be included in the
annual report to shareholders of the Fund.

5. The Audit Committee shall provide any report, including any
recommendation of the Audit Committee, required by the rules of the
Securities and Exchange Commission to be included in the Fund's annual
proxy statement.

6. The Audit Committee shall review and recommend policies and procedures
for valuing portfolio securities of each investment company.

7. The Audit Committee shall review and assess the performance of the
independent public auditors and make recommendations to the Board of
Trustees annually as to the appointment of the independent public
auditors.
A-2

8. The Audit Committee shall review and report to the full Board of
Trustees with respect to any material accounting, tax, valuation, or
recordkeeping issues which may affect a Fund, its respective financial
statements or the amount of their dividend or distribution rates.

9. The Audit Committee shall direct and supervise investigations into any
matters within its scope including integrity of reported facts and
figures, ethical conduct, and appropriate disclosure.

10. The Audit Committee shall review trading and brokerage policies and
practices.

11. The Audit Committee shall review this charter at least annually and
recommend any changes to the full Board of Trustees; and

12. The Audit Committee shall report its activities to the full Board of
Trustees on a regular basis and make such recommendations with respect
to the above and other matters as the Audit Committee may deem
necessary or appropriate.

V. RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE. The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants at the expense of the Fund.

Dated: June 14, 2000

A-3

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Municipal Income
Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES B.
HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full power
of substitution and revocation, as proxies to represent the undersigned at the
Annual Meeting of Shareholders of the Fund to be held at the principal office of
the Fund, The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all adjournments
thereof, and to vote all Common Shares of the Fund which the undersigned would
be entitled to vote, with all powers the undersigned would possess if personally
present, in accordance with the instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance California Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE FLORIDA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Florida Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Massachusetts
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Michigan Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance New Jersey Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE NEW YORK MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance New York Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE OHIO MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Ohio Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Common Shares of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF COMMON SHARES

The undersigned holder of Common Shares of Eaton Vance Pennsylvania
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Common Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect one Trustee of the Fund as follows:
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30, 2001.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:_________________ Date:_____ Signature:________________ Date:______

PROXY

EATON VANCE MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance Municipal
Income Trust, a Massachusetts business trust (the "Fund"), hereby appoints JAMES
B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Annual Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any and all
adjournments thereof, and to vote all Auction Preferred Shares of the Fund which
the undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE CALIFORNIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance
California Municipal Income Trust, a Massachusetts business trust (the "Fund"),
hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each
of them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE FLORIDA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares Eaton Vance Florida
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE MASSACHUSETTS MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance
Massachusetts Municipal Income Trust, a Massachusetts business trust (the
"Fund"), hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY,
and each of them, with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Shareholders of the Fund to
be held at the principal office of the Fund, The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and
at any and all adjournments thereof, and to vote all Auction Preferred Shares of
the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE MICHIGAN MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance Michigan
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE NEW JERSEY MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance New
Jersey Municipal Income Trust, a Massachusetts business trust (the "Fund"),
hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each
of them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
the principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE NEW YORK MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance New York
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE OHIO MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance Ohio
Municipal Income Trust, a Massachusetts business trust (the "Fund"), hereby
appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY, and each of them,
with full power of substitution and revocation, as proxies to represent the
undersigned at the Annual Meeting of Shareholders of the Fund to be held at the
principal office of the Fund, The Eaton Vance Building, 255 State Street,
Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and at any
and all adjournments thereof, and to vote all Auction Preferred Shares of the
Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____

PROXY

EATON VANCE PENNSYLVANIA MUNICIPAL INCOME TRUST

Annual Meeting of Shareholders, March 23, 2001
Proxy Solicited on Behalf of Board of Trustees

HOLDERS OF AUCTION PREFERRED SHARES

The undersigned holder of Auction Preferred Shares of Eaton Vance
Pennsylvania Municipal Income Trust, a Massachusetts business trust (the
"Fund"), hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and ERIC G. WOODBURY,
and each of them, with full power of substitution and revocation, as proxies to
represent the undersigned at the Annual Meeting of Shareholders of the Fund to
be held at the principal office of the Fund, The Eaton Vance Building, 255 State
Street, Boston, Massachusetts 02109, on Friday, March 23, 2001 at 1:30 P.M., and
at any and all adjournments thereof, and to vote all Auction Preferred Shares of
the Fund which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
instructions on this proxy.

PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

SEE REVERSE SIDE SEE REVERSE SIDE

Please mark
[ X ] votes as in
this example.

1. To elect two Trustees of the Fund as follows:

(a) Election of one Trustee to represent Auction Preferred Shares.
Nominee: Samuel L. Hayes, III

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

(b) Election of one Trustee to represent all shareholders.
Nominee: James B. Hawkes

FOR WITHHELD
NOMINEE [ ] [ ] FROM
NOMINEE

2. To ratify the selection of Deloitte & Touche LLP as independent certified
public accountants for the Fund for the fiscal year ending November 30,
2001. ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

MARK HERE FOR COMMENT AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Signature:________________ Date:____ Signature:_________________ Date:____